CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc., and Clopay Ames True Temper Holding, Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of September 30, 2016 and 2015 , and for the years ended September 30, 2016, 2015 and 2014 . The financial information may not necessarily be indicative of results of operations or financial position had the guarantor companies or non-guarantor companies operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly owned subsidiaries accounted for under the equity method. The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes. CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents 6,517 27,692 38,344 — 72,553 Accounts receivable, net of allowances — 175,583 63,810 (5,642 ) 233,751 Contract costs and recognized income not yet billed, net of progress payments — 126,961 — — 126,961 Inventories, net — 239,325 69,544 — 308,869 Prepaid and other current assets 39,763 31,191 16,447 (48,796 ) 38,605 Assets of discontinued operations — — 219 — 219 Total Current Assets 46,280 600,752 188,364 (54,438 ) 780,958 PROPERTY, PLANT AND EQUIPMENT, net 956 303,735 100,713 — 405,404 GOODWILL — 284,875 76,310 — 361,185 INTANGIBLE ASSETS, net — 147,960 62,639 — 210,599 INTERCOMPANY RECEIVABLE 539,938 713,118 307,081 (1,560,137 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 824,887 866,595 1,916,622 (3,608,104 ) — OTHER ASSETS 6,529 12,151 12,675 (9,373 ) 21,982 ASSETS OF DISCONTINUED OPERATIONS — — 1,968 — 1,968 Total Assets 1,418,590 2,929,186 2,666,372 (5,232,052 ) 1,782,096 CURRENT LIABILITIES Notes payable and current portion of long-term debt 3,153 2,307 17,184 — 22,644 Accounts payable and accrued liabilities 65,751 202,657 65,213 (39,686 ) 293,935 Liabilities of discontinued operations — — 1,684 — 1,684 Total Current Liabilities 68,904 204,964 84,081 (39,686 ) 318,263 LONG-TERM DEBT, net 848,589 18,872 46,453 — 913,914 INTERCOMPANY PAYABLES 57,648 737,980 735,053 (1,530,681 ) — OTHER LIABILITIES 32,502 114,491 26,574 (36,301 ) 137,266 LIABILITIES OF DISCONTINUED OPERATIONS — — 1,706 — 1,706 Total Liabilities 1,007,643 1,076,307 893,867 (1,606,668 ) 1,371,149 SHAREHOLDERS’ EQUITY 410,947 1,852,879 1,772,505 (3,625,384 ) 410,947 Total Liabilities and Shareholders’ Equity 1,418,590 2,929,186 2,666,372 (5,232,052 ) 1,782,096 CONDENSED CONSOLIDATING BALANCE SHEETS At September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CURRENT ASSETS Cash and equivalents $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 Accounts receivable, net of allowances — 178,830 61,772 (21,847 ) 218,755 Contract costs and recognized income not yet billed, net of progress payments — 103,879 16 — 103,895 Inventories, net — 257,929 67,880 — 325,809 Prepaid and other current assets 8,665 27,584 12,488 (8,479 ) 40,258 Assets of discontinued operations — — 236 — 236 Total Current Assets 11,105 578,893 181,282 (30,326 ) 740,954 PROPERTY, PLANT AND EQUIPMENT, net 1,108 286,854 92,010 — 379,972 GOODWILL — 284,875 71,366 — 356,241 INTANGIBLE ASSETS, net — 152,412 61,425 — 213,837 INTERCOMPANY RECEIVABLE 542,297 904,840 263,480 (1,710,617 ) — EQUITY INVESTMENTS IN SUBSIDIARIES 745,262 644,577 1,740,889 (3,130,728 ) — OTHER ASSETS 37,982 30,203 9,959 (59,590 ) 18,554 ASSETS OF DISCONTINUED OPERATIONS — — 3,255 — 3,255 Total Assets $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 CURRENT LIABILITIES Notes payable and current portion of long-term debt $ 2,202 $ 3,842 $ 10,549 $ — $ 16,593 Accounts payable and accrued liabilities 26,365 222,758 72,843 (20,951 ) 301,015 Liabilities of discontinued operations — — 2,229 — 2,229 Total Current Liabilities 28,567 226,600 85,621 (20,951 ) 319,837 LONG-TERM DEBT, net 752,839 17,116 57,021 — 826,976 INTERCOMPANY PAYABLES 76,477 831,345 775,120 (1,682,942 ) — OTHER LIABILITIES 49,346 126,956 28,428 (72,634 ) 132,096 LIABILITIES OF DISCONTINUED OPERATIONS — — 3,379 — 3,379 Total Liabilities 907,229 1,202,017 949,569 (1,776,527 ) 1,282,288 SHAREHOLDERS’ EQUITY 430,525 1,680,637 1,474,097 (3,154,734 ) 430,525 Total Liabilities and Shareholders’ Equity $ 1,337,754 $ 2,882,654 $ 2,423,666 $ (4,931,261 ) $ 1,712,813 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,560,535 $ 425,182 $ (28,556 ) $ 1,957,161 Cost of goods and services — 1,173,928 339,934 (30,135 ) 1,483,727 Gross profit — 386,607 85,248 1,579 473,434 Selling, general and administrative expenses 26,427 263,357 74,613 (370 ) 364,027 Restructuring and other related charges — 1,299 4,601 — 5,900 Total operating expenses 26,427 264,656 79,214 (370 ) 369,927 Income (loss) from operations (26,427 ) 121,951 6,034 1,949 103,507 Other income (expense) Interest income (expense), net (12,549 ) (34,588 ) (3,974 ) — (51,111 ) Other, net 337 3,471 (1,091 ) (1,949 ) 768 Total other income (expense) (12,212 ) (31,117 ) (5,065 ) (1,949 ) (50,343 ) Income (loss) before taxes (38,639 ) 90,834 969 — 53,164 Provision (benefit) for income taxes (16,333 ) 34,535 4,952 — 23,154 Income (loss) before equity in net income of subsidiaries (22,306 ) 56,299 (3,983 ) — 30,010 Equity in net income (loss) of subsidiaries 52,316 (5,728 ) 56,299 (102,887 ) — Net Income (loss) $ 30,010 $ 50,571 $ 52,316 $ (102,887 ) $ 30,010 Comprehensive income (loss) $ 39,957 $ 44,265 $ 68,970 $ (113,235 ) $ 39,957 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,581,295 $ 475,380 $ (40,643 ) $ 2,016,032 Cost of goods and services — 1,204,872 377,348 (41,966 ) 1,540,254 Gross profit — 376,423 98,032 1,323 475,778 Selling, general and administrative expenses 22,637 272,421 80,073 (370 ) 374,761 Restructuring and other related charges — — — — — Total operating expenses 22,637 272,421 80,073 (370 ) 374,761 Income (loss) from operations (22,637 ) 104,002 17,959 1,693 101,017 Other income (expense) Interest income (expense), net (8,741 ) (30,547 ) (8,584 ) — (47,872 ) Other, net 438 10,521 (8,775 ) (1,693 ) 491 Total other income (expense) (8,303 ) (20,026 ) (17,359 ) (1,693 ) (47,381 ) Income (loss) before taxes (30,940 ) 83,976 600 — 53,636 Provision (benefit) for income taxes (11,041 ) 31,100 (712 ) — 19,347 Income (loss) before equity in net income of subsidiaries (19,899 ) 52,876 1,312 — 34,289 Equity in net income (loss) of subsidiaries 54,188 3,062 52,876 (110,126 ) — Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Comprehensive income (loss) $ (26,835 ) $ 34,318 $ 15,080 $ (49,398 ) $ (26,835 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation Revenue $ — $ 1,526,678 $ 519,349 $ (54,216 ) $ 1,991,811 Cost of goods and services — 1,156,268 424,568 (48,424 ) 1,532,412 Gross profit — 370,410 94,781 (5,792 ) 459,399 Selling, general and administrative expenses 24,084 281,930 75,551 (6,466 ) 375,099 Restructuring and other related charges — 4,234 1,902 — 6,136 Total operating expenses 24,084 286,164 77,453 (6,466 ) 381,235 Income (loss) from operations (24,084 ) 84,246 17,328 674 78,164 Other income (expense) Interest income (expense), net (10,079 ) (28,630 ) (9,435 ) — (48,144 ) Extinguishment of debt (38,890 ) (38,890 ) Other, net 111 7,945 (4,228 ) (674 ) 3,154 Total other income (expense) (48,858 ) (20,685 ) (13,663 ) (674 ) (83,880 ) Income (loss) before taxes (72,942 ) 63,561 3,665 — (5,716 ) Provision (benefit) for income taxes (32,044 ) 26,480 25 — (5,539 ) Income (loss) before equity in net income of subsidiaries (40,898 ) 37,081 3,640 — (177 ) Equity in net income (loss) of subsidiaries 40,721 3,531 37,081 (81,333 ) — Net Income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Comprehensive income (loss) $ (26,902 ) $ 28,355 $ 25,704 $ (54,059 ) $ (26,902 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2016 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 30,010 $ 50,571 $ 52,316 $ (102,887 ) $ 30,010 Net cash provided by (used in) operating activities (11,879 ) 98,891 18,925 — 105,937 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (259 ) (78,159 ) (12,341 ) — (90,759 ) Intercompany distributions — (2,726 ) (1,744 ) — (4,470 ) Proceeds from sale of property, plant and equipment — 765 144 — 909 Investment purchases 715 — — — 715 Net cash provided by (used in) investing activities 456 (80,120 ) (13,941 ) — (93,605 ) CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of shares for treasury (65,307 ) — — — (65,307 ) Proceeds from long-term debt 271,340 2,311 28,711 — 302,362 Payments of long-term debt (177,513 ) (2,135 ) (35,338 ) — (214,986 ) Change in short-term borrowings — — (54 ) — (54 ) Financing costs (4,277 ) — (107 ) — (4,384 ) Tax effect from exercise/vesting of equity awards, net — — — — — Dividends paid (8,798 ) — — — (8,798 ) Other, net 55 (1,926 ) 1,926 — 55 Net cash provided by (used in) financing activities 15,500 (1,750 ) (4,862 ) — 8,888 CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,554 ) — (1,554 ) Effect of exchange rate changes on cash and equivalents — — 886 — 886 NET DECREASE IN CASH AND EQUIVALENTS 4,077 17,021 (546 ) — 20,552 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 2,440 10,671 38,890 — 52,001 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,517 $ 27,692 $ 38,344 $ — $ 72,553 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2015 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 34,289 $ 55,938 $ 54,188 $ (110,126 ) $ 34,289 Net cash provided by (used in) operating activities 58,760 27,130 (9,753 ) — 76,137 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (274 ) (54,196 ) (19,150 ) — (73,620 ) Acquired business, net of cash acquired — (2,225 ) — — (2,225 ) Intercompany distributions 10,000 (10,000 ) — — — Investment sales 8,891 — — — 8,891 Proceeds from sale of property, plant and equipment — 142 192 — 334 Net cash provided by (used in) investing activities 18,617 (66,279 ) (18,958 ) — (66,620 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 371 — — — 371 Purchase of shares for treasury (82,343 ) — — — (82,343 ) Proceeds from long-term debt 124,500 13,596 95,395 — 233,491 Payments of long-term debt (116,702 ) (1,263 ) (69,770 ) — (187,735 ) Change in short-term borrowings — — (365 ) — (365 ) Financing costs (614 ) (196 ) (498 ) — (1,308 ) Tax effect from exercise/vesting of equity awards, net 345 — — — 345 Dividends paid (7,654 ) — — — (7,654 ) Other, net 347 6,161 (6,161 ) — 347 Net cash provided by (used in) financing activities (81,750 ) 18,298 18,601 — (44,851 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (918 ) — (918 ) Effect of exchange rate changes on cash and equivalents — — (4,152 ) — (4,152 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (4,373 ) (20,851 ) (15,180 ) — (40,404 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 6,813 31,522 54,070 — 92,405 CASH AND EQUIVALENTS AT END OF PERIOD $ 2,440 $ 10,671 $ 38,890 $ — $ 52,001 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS For the Year Ended September 30, 2014 Parent Company Guarantor Companies Non-Guarantor Companies Elimination Consolidation CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (177 ) $ 40,612 $ 40,721 $ (81,333 ) $ (177 ) Net cash provided by operating activities (3,902 ) 17,168 80,035 — 93,301 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (700 ) (64,320 ) (12,074 ) — (77,094 ) Acquired business, net of cash acquired — 2,675 (64,981 ) — (62,306 ) Intercompany distributions 10,000 (10,000 ) — — — Purchase of securities (8,402 ) — — — (8,402 ) Proceeds from sale of property, plant and equipment — 360 192 — 552 Net cash used in investing activities 898 (71,285 ) (76,863 ) — (147,250 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 584 — — — 584 Purchase of shares for treasury (79,614 ) — — — (79,614 ) Proceeds from long-term debt 659,568 (102 ) 32,477 — 691,943 Payments of long-term debt (598,250 ) (1,135 ) (3,709 ) — (603,094 ) Change in short-term borrowings — — (749 ) — (749 ) Financing costs (10,763 ) — (535 ) — (11,298 ) Purchase of ESOP shares (20,000 ) — — — (20,000 ) Tax effect from exercise/vesting of equity awards, net 273 — — — 273 Dividends paid (11,273 ) 5,000 — — (6,273 ) Other, net 298 56,533 (56,533 ) — 298 Net cash used in financing activities (59,177 ) 60,296 (29,049 ) — (27,930 ) CASH FLOWS FROM DISCONTINUED OPERATIONS: Net cash used in discontinued operations — — (1,528 ) — (1,528 ) Effect of exchange rate changes on cash and equivalents — — (2,318 ) — (2,318 ) NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (62,181 ) 6,179 (29,723 ) — (85,725 ) CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 68,994 25,343 83,793 — 178,130 CASH AND EQUIVALENTS AT END OF PERIOD $ 6,813 $ 31,522 $ 54,070 $ — $ 92,405 |